This class action and shareholder derivative action is based upon a proposed merger agreement between the Company and Braveheart Holdings, LP, (“Braveheart”). The transaction is valued at approximately $416 million, including the assumption of debt. Each holder of the Company’s common stock will receive $11 per share and each holder of the Company’s preferred stock will receive $25 per share, plus all accrued and unpaid dividends, whether declared or not.

Immediately prior to the closing date, Defendant Boykin through entities he controls, gets to purchase from the Company, the Company’s interests in Pink Shell Beach Resort and Spa (“Pink Shell”) and the Banana Bay Resort & Marina – Marathon (“Banana Bay”) for consideration that is substantially lower than the value of those assets. Specifically, Defendant Boykin is purchasing the Company’s interests in these two resorts for a reported $14.6 million.

Currently, Defendant Boykin owns, either directly or beneficially, 10.6% of the outstanding shares of the Company’s common stock. The extraordinary benefit inuring to Defendant Boykin in the proposed transaction will not be shared by the other holders of the Company’s common stock. Additionally, by virtue of the exclusion of these assets from the merger transaction with Braveheart, the Company’s shareholders are not realizing the maximum value of their interest in the Company. Also, the proposed merger agreement will trigger certain other compensation and benefits in favor of Defendant Boykin related to his employment agreement and management contracts held by BMC, a company controlled by Defendant Boykin.

Complaint: Boykin Derivative Complaint

Plaintiffs bring this action for breach of fiduciary duty derivatively on behalf and for the benefit of nominal defendant TXU against the individual defendants, who are directors and senior officers of the Company as well as third-parties with whom they conspired or who aided and abetted their breaches of fiduciary duty.

This action arises out of the unlawful actions of the Director Defendants (as defined below), in conspiracy with or aided and abetted by the third parties, in undertaking a management-led leveraged buy-out of TXU to take the Company private at $69.25 cash per share by means of a merger (the “Merger”) among defendants TXU, Kohlberg Kravis Roberts & Co., a private equity investment firm, and Texas Pacific Group, a private equity firm and fund manager. The LBO is at a grossly inadequate and unfair price and was arrived at by an unfair and tainted process that was intended to provide valuable assets of TXU to defendants for unfair and inadequate consideration. Defendants have acted together, in concert, or in conspiracy to the detriment of the Company and in breach of the Director Defendants’ fiduciary duties to TXU.

After briefings, hearings and jury trial a settlement was reached on January 7, 2008.

In re TXU, Inc. Derivative Litigation Consolidated Complaint

Final Order and Judgment

United States District Court for the District of New Jersey

The Firm is co-lead counsel in this stockholder derivative suit brought on behalf of the current holders of Lucent Technologies, Inc. (NYSE:LU) securities. The stockholder derivative suit alleged, among other things, that certain officers and directors of Lucent had caused the company to engage in misleading accounting and financial reporting practices that exposed Lucent to liability in consolidated securities class actions. In March 2003, Lucent announced that the litigation had been settled in principle, with the insurance carriers of the directors’ and officers’ liability insurance agreeing to fund a substantial portion of the multi-million dollar proposed settlement. In addition, Lucent implemented a number of corporate governance changes.

Complaint: Lucent Complaint

This is both a stockholders’ class action on behalf of the stockholders of Sovereign Bancorp, Inc. and a derivative action on behalf of Sovereign.  The action is brought to enjoin the proposed buyout by Sovereign’s controlling shareholder, Banco Santander, S.A. of the shares of Sovereign’s common stock it does not already own, pursuant to a Transaction Agreement dated as of October 13, 2008.  At the time it was announced, the deal valued Sovereign at
approximately $3.81 per share, representing no premium to Sovereign’s trading price as of
Friday, October 10. In the weeks since the Proposed Merger was announced, the implied
price per share has decreased significantly.

The Proposed Merger is the product of a flawed process that has resulted in a
proposed transaction at a woefully inadequate and unfair price. By its own admission, the
Sovereign Board did not seek to maximize shareholder value by seeking other potential
buyers. Instead, a committee of Board members reached out only to Santander, and did
everything it could to facilitate a rushed offer only from Santander, in a manner that
precluded the possibility of any superior deal for the Company and its shareholders.

After briefings, hearings and a trial a settlement was reached and was finalized on January 21, 2009 with a scheduled hearing on April 2, 2009.

Shareholder Derivative Complaint

Notice to Class